Activist Broadwood Files Proxy to Oppose STAAR Surgical Merger

Rhea-AI Filing Summary

Amendment No. 38 to a Schedule 13D reports that Broadwood-affiliated reporting persons collectively beneficially own 13,545,391 shares of STAAR Surgical Co., representing 27.4% of the common stock. The filing amends prior disclosures to state that on September 24, 2025 the reporting persons filed a definitive proxy statement and a GREEN proxy card to solicit votes AGAINST the Proposed Merger and the Compensation Proposal at the special meeting. The reporting persons also issued a press release and a letter to stockholders and launched the campaign website www.LetSTAARShine.com. The September 24 Letter is attached as Exhibit 99.1 and incorporated by reference.

Positive

• Significant ownership position: Reporting persons collectively hold 13,545,391 shares (27.4%), giving them substantial influence.
• Formal proxy campaign: Filing of a definitive proxy statement and GREEN proxy card demonstrates an organized, transparent solicitation effort.
• Public engagement: Issuance of a press release, stockholder letter, and campaign website (www.LetSTAARShine.com) increases visibility and shareholder outreach.

Negative

• Opposition to Proposed Merger: Reporting persons are soliciting votes AGAINST the Merger Agreement and the Compensation Proposal, creating uncertainty around closing.
• Potential for contested vote: A public proxy campaign could lead to prolonged shareholder dispute and delay in transaction execution or integration plans.

Insights

Activist Investor Analyst

TL;DR: Broadwood, holding a large 27.4% stake, has launched a formal proxy campaign to oppose STAAR's proposed merger.

The filing documents a coordinated, public activist effort by Broadwood Partners, Broadwood Capital and Neal C. Bradsher to solicit proxies against both the merger agreement and related compensation arrangements. A 27.4% beneficial ownership stake is substantial and sufficient to materially influence shareholder votes or force negotiations. The attached definitive proxy and public campaign materials indicate the situation will be contested and may delay or alter the merger outcome.

Corporate Governance Expert

TL;DR: The filing signals governance conflict and a shareholder challenge that could affect board-approved transaction timing and terms.

The amendment emphasizes process and conflict concerns raised by the reporting persons and formalizes their opposition with a GREEN proxy card and public outreach. Filing an Exhibit 99.1 letter and launching a website shows an organized solicitation effort focused on persuading other shareholders. This is a material governance development with direct implications for shareholder approval votes and potential revisions to transaction or compensation terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 38)

STAAR SURGICAL CO

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

852312305

(CUSIP Number)

Neal C. Bradsher
c/o Broadwood Capital, Inc.,, 156 West 56th Street 3rd Floor,
New York, NY, 10019
(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

BROADWOOD PARTNERS, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,519,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Broadwood Capital, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,519,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.4 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Neal C. Bradsher

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,900.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 25,900.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,545,391.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.4 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Richard T. LeBuhn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,280.00
8	Shared Voting Power 6.00
9	Sole Dispositive Power 21,280.00
10	Shared Dispositive Power 6.00

11

Aggregate amount beneficially owned by each reporting person

21,286.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Box 11 - Does not include 2,532 Shares over which Mr. LeBuhn does not have direct or indirect beneficial ownership. Such shares are held in three separate irrevocable trusts for Mr. LeBuhn's daughters in which Mr. LeBuhn has no voting or dispositive power and disclaims any beneficial ownership interest in such shares.

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Natalie R. Capasso

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Raymond A. Myers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Jason J. Martin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: STAAR SURGICAL CO
(c)	Address of Issuer's Principal Executive Offices: 25510 Commercentre Drive, Lake Forest, CALIFORNIA , 92630.
Item 1 Comment: This Amendment No. 38 to the Schedule 13D ("Amendment No. 38"), amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 12, 2004, (the "Original Schedule 13D," as amended, the "Schedule 13D") with respect to shares of common stock, par value $0.01 per share (the "Shares") of STAAR Surgical Company (the "Issuer"). Capitalized terms used but not otherwise defined in this Amendment No. 38 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On September 24, 2025, the Reporting Persons filed a definitive proxy statement (the "Definitive Proxy Statement") and accompanying GREEN Proxy Card with the SEC to solicit proxies for the purpose of voting "AGAINST" the Proposed Merger in connection with the Merger Agreement at the Special Meeting. At the Special Meeting, the Reporting Persons will oppose stockholder approval of the (i) Merger Agreement Proposal and (ii) Compensation Proposal. Details of the Merger Agreement Proposal, including information about the Reporting Persons reasons for opposing the Proposed Merger, can be found in the Definitive Proxy Statement, which is available at no charge on the SEC's website at http://www.sec.gov. Also on September 24, 2025, the Reporting Persons issued a press release, containing a letter to stockholders of the Issuer (the "September 24 Letter"). In the September 24 Letter, the Reporting Persons announced the launch of their campaign website, www.LetSTAARShine.com, and stated that, in their view, the Proposed Merger is a suboptimal transaction because it was (i) agreed to at an inopportune time, (ii) the result of a flawed process and (iii) influenced by a conflicted Board and management team. The foregoing description of the September 24 Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the September 24 Letter, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons are asking stockholders to vote on their GREEN Proxy Card "AGAINST" the Merger Agreement Proposal and "AGAINST" the Compensation Proposal.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented to add the following exhibit: 99.1 September 24 Letter.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROADWOOD PARTNERS, L.P.

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher, President of Broadwood Capital, Inc.
Date:	09/26/2025

Broadwood Capital, Inc.

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher, President
Date:	09/26/2025

Neal C. Bradsher

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher
Date:	09/26/2025

Richard T. LeBuhn

Signature:	/s/ Richard T. LeBuhn
Name/Title:	Richard T. LeBuhn
Date:	09/26/2025

Natalie R. Capasso

Signature:	/s/ Natalie R. Capasso
Name/Title:	Natalie R. Capasso
Date:	09/26/2025

Raymond A. Myers

Signature:	/s/ Raymond A. Myers
Name/Title:	Raymond A. Myers
Date:	09/26/2025

Jason J. Martin

Signature:	/s/ Jason J. Martin
Name/Title:	Jason J. Martin
Date:	09/26/2025

FAQ

What stake does Broadwood report in STAAR Surgical (STAA)?

The reporting persons collectively beneficially own 13,545,391 shares, representing 27.4% of STAAR common stock.

What action did Broadwood take on September 24, 2025 regarding STAA?

They filed a definitive proxy statement and GREEN proxy card to solicit votes AGAINST the Proposed Merger and the Compensation Proposal and issued a press release and stockholder letter.

Where can I read Broadwood's letter to STAAR stockholders?

The September 24 Letter is attached as Exhibit 99.1 to the Schedule 13D amendment and is incorporated by reference; it is available on the SEC website.

What materials did Broadwood publish to support their campaign?

They published a definitive proxy statement, a GREEN proxy card, a press release containing a stockholder letter, and launched www.LetSTAARShine.com.

Will Broadwood's filing affect the special meeting vote on the merger?

The filing indicates Broadwood intends to solicit shareholder votes against the merger and compensation proposals, which is a material development that could affect the special meeting outcome.